Table of contents as filed with the Securities and Exchange Commission on April 8, 2016 Registration No. 333-210291​


Narrative Discussion of the Nonqualified Deferred Compensation Table



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Narrative Discussion of the Nonqualified Deferred Compensation Table

The Company offers several nonqualified deferred compensation programs under which participants voluntarily elect to defer some portion of base salary, STIP, or LTIP awards until a future date. Deferrals are credited to an account and earnings are calculated thereon in accordance with the applicable investment option or interest rate. With the exception of the RSRP, there are no company contributions or matches. The RSRP was adopted to restore company contributions that would be lost due to Internal Revenue Code limits on compensation that can be taken into account under the Company’s tax-qualified savings plan. Amounts shown in the Nonqualified Deferred Compensation Table as Deferred LTIP represent deferrals of long-term awards prior to the adoption of the MDCP in May 2008. The following provides an overview of the various deferral options as of December 31, 2015.



Base Salary

Under the RSRP, any NEO can elect to defer eligible compensation (generally, base salary plus STIP) that exceeds the regulatory limits ($265,000 in 2015) in increments of 1% up to 6%. Chemours matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. Chemours also makes a discretionary contribution of 3% of eligible compensation. Participant investment options under the RSRP mirror the options available under the qualified plan. Distributions may be made in the form of a lump-sum or annual installments after separation from service.

Under the MDCP, an NEO can elect to defer the receipt of up to 60% of his/her base salary. Chemours does not match base salary deferrals under the MDCP. Participants may select from among twenty (20) core investment options under the MDCP for base salary deferrals, with dividend equivalents credited as additional stock units. In general, distributions may be made in the form of a lump-sum at a specified future date prior to separation from service or a lump-sum or annual installments after separation from service.

STIP

Under the RSRP, an NEO can elect to defer eligible compensation (generally, base salary plus STIP) that exceeds the regulatory limits ($265,000 in 2015) in increments of 1% up to 6%. Chemours matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. Chemours also makes a discretionary contribution of 3% of eligible compensation. Participant investment options under the RSRP mirror the options available under the qualified plan. Distributions may be made in the form of a lump-sum or annual installments after separation from service.

Under the MDCP, an NEO can elect to defer the receipt of up to 60% of his/her STIP award. Chemours does not match STIP deferrals under the MDCP. Participants may select from among twenty (20) core investment options under the MDCP for STIP deferrals, In general, distributions may be made in the form of a lump-sum at a specified future date prior to separation from service or a lump-sum or annual installments after separation from service.

LTIP

Under the MDCP, an NEO can elect to defer the receipt of 100% of his/her LTIP awards (RSUs).

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TABLE OF CONTENTS

Chemours does not match LTIP deferrals under the MDCP. LTIP deferrals under the MDCP are in the form of Chemours common stock units with dividend equivalents credited as additional stock units.



Potential Payments Upon Termination or Change in Control

The table below summarizes the potential payouts to the NEOs upon a termination from the Company, or under specified situations in a change in control as further described below. The amounts shown in the following table are approximate and reflect certain assumptions that the Company has made in accordance with the SEC’s rules. These assumptions include that the termination of employment or change in control occurred on December 31, 2015, and that the value of a share of the Company’s stock on that day was $5.36, the closing price per share of the Company’s common stock on December 31, 2015. The table also includes potential payments under the EIP. The treatment of benefits under each plan on termination or change in control is detailed in the footnotes to the table.



Name





Form of
Compensation (1)






Voluntary
of For
Cause (2)






Termination
Due to Lack
of Work (3)






Retirement (4)





Death (5)





Disability (3)





Change in
Control (6)




Mark Vergnano





Annual Salary



















$

900,000













































$

2,700,000











Target Annual Bonus



















$

1,170,000













































$

3,510,000











Target Annual Bonus (pro-rated)































$

1,170,000









$

1,170,000









$

1,170,000









$

1,170,000











Health and Dental Benefits



































































$

40,065











Outplacement Services



















$

1,750













































$

12,000











Stock Options







$

0









$

0









$

0









$

0









$

0









$

0











RSUs







$

1,284,127









$

1,284,127









$

1,284,127









$

1,284,127









$

1,284,127









$

1,850,127











Mark Vergnano Total







$

1,284,127









$

3,355,877









$

2,454,127









$

2,454,127









$

2,454,127









$

9,282,192





Mark Newman





Annual Salary



















$

574,000













































$

1,148,000











Target Annual Bonus



















$

459,200













































$

918,400











Target Annual Bonus (pro-rated)











































$

459,200









$

459,200









$

459,200











Health and Dental Benefits



































































$

39,182





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